Section 2.02 License to Fortive of Vontier Licensed IP. Subject to the terms and conditions of this Agreement, Vontier hereby grants, and shall cause its Affiliates to grant, to Fortive a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the Fortive Field of Use by Fortive and its Affiliates but not for the independent use of Third Parties), and worldwide license to the Vontier Licensed IP solely within the Fortive Field of Use (Fortive License). Subject to the terms and conditions of this Agreement, the foregoing license shall include the right to exercise any and all rights in the Vontier Licensed IP in the Fortive Field of Use, including the right to use, practice, copy, perform, render, develop, modify, and make derivative works of the Vontier Licensed IP within the Fortive Field of Use and to make, have made, use, sell, offer for sale, export and import any products, services or technologies, in each case with respect to the Fortive Field of Use.
Section 2.03 Limitations. Notwithstanding anything to the contrary herein, the licenses hereunder are subject to any rights of or obligations owed to any Third Party under any Contracts existing as of the Distribution Date between Licensor or its Affiliates and any such Third Party.
Section 2.04 Reservation of Rights. Each Party reserves its and its Affiliates rights in and to all Intellectual Property that is not expressly licensed hereunder. Without limiting the foregoing, this Agreement and the licenses and rights granted herein do not, and shall not be construed to, confer any rights upon either Party, its Affiliates, or its sublicensees by implication, estoppel, or otherwise as to any of the other Partys or its Affiliates Intellectual Property, except as otherwise expressly set forth herein.
Section 2.05 FBS. Notwithstanding anything to the contrary herein, no rights under or with respect to FBS are granted pursuant to this Agreement.
INTELLECTUAL PROPERTY OWNERSHIP
Section 3.01 Ownership.
(a) As between the Parties, Licensee acknowledges and agrees that (i) Licensor owns the Licensor IP, (ii) none of Licensee, its Affiliates or its sublicensees, will acquire any rights in the Licensor IP, except for the licenses and sublicenses granted pursuant to Sections 2.01 and 2.02, and (iii) Licensee shall not, and shall cause its Affiliates and its sublicensees to not, represent that they have an ownership interest in any of the Licensor IP.
(b) As between the Parties, each Party shall own all improvements and modifications made by or on behalf of such Party with respect to the Licensed IP; provided that, with respect to Licensee, such improvements and modifications shall not include, and shall be subject to the provisions of this Agreement as they concern, the Licensed IP to which such improvements or modifications are made.
PROSECUTION, MAINTENANCE AND ENFORCEMENT
Section 4.01 Responsibility. Subject to Section 4.02, Licensor shall be solely responsible for filing, prosecuting, and maintaining all Patents within the Licensor IP, in Licensors sole discretion. Licensor shall be responsible for any costs associated with filing, prosecuting, and maintaining such Patents.